Welcome to the ordinary AGM of OKEA. Not very many physical persons represented here, but we have a few, most of them are employees of the company. First of all, we are going to make this registration of the shareholders attendance, Marit.
Yep.
The powers of attorney.
Yep. Let's see. I haven't gotten the updated one with the one person, not attending, but given that that is only 700 shares, I think we can just use the numbers we have, and then I'll adjust afterwards. I have it now.
The numbers are?
Yeah. The numbers are that we have 70,072,433 shares that have met. That equals to 68.03%.
Yeah.
Okay.
We also have some votes that have been given in advance, but that's only a small portion.
Okay. Close to 70% are present.
Yeah
at this AGM. Thank you, Marit. The next item on the agenda is to elect the chair of the meeting. My suggestion is that we do the same as last year. I suggest that Erik Haugane takes the chair of this meeting. Any other suggestions? Erik, you will take over after a short while. First of all, we need to have one person to co-sign the minutes of this meeting. As our shareholder, Reidar Stokke, is present here, my suggestion is that we elect Reidar Stokke as co-signer of the minutes of the meeting. Is that okay for you in Thailand as well?
Thank you. Yes.
I leave the chair to Erik.
Thank you, Reidar. No, thank you, Finn Haugan. Yeah, I can thank Reidar as well, for his signature, I can borrow my pen, by the way.
First is the approval of the notice for the meeting and the agenda. Both the notice and the agenda was sent out in due time. Is there any objections to the notice? If not, that's then approved, and any comments or objections to the agenda? No. If not, that's approved. The item four is the approval of the Annual Financial Statement and the Board of Directors Report. That was, of course, included in the paper sent out in connection with the call for the meeting. The proposal is, the general meeting approves the Financial Statement and the Board of Directors Report for 2020, including the allocation of the loss for the year. No dividend is proposed for the financial year. Any other proposals? Comments? If not, that is approved. Should get a hammer here.
Item five, approval of the company's guidelines for salary and other remuneration for leading persons, which also is a public requirement to disclose. The paper in that connection was also included in the call for a meeting. The proposed resolution is as follows: The general meeting approves the company's guidelines for salaries and other remuneration for the company's leading persons. Any other proposal? Any objections? No. Approved. Item six, advisory vote on the board's statement on corporate governance. The statement on corporate governance was also included in the annual report. According to regulation, the general meeting shall have an advisory board on that statement. The proposed resolution is as follows: The general meeting endorsed the statement on corporate governance. Any other proposal? No. That one's approved. Item seven, approval of auditor's remuneration.
The proposed resolution is as follows: The general meeting approves the auditor's remuneration of NOK 1,944,000.
Whereof NOK 1.2 million relates to the ordinary audit of the annual financial statement of OKEA ASA for the financial year of 2020. Any objections to remunerate the auditors? If not, they got paid. Approved. Election of board members. The following board members were up for election. That was Prisana, Rune Olav, Nicola, Finn, and Liv Monica. The Nomination Committee proposal for election of board members are. I'll get back to that. The new and reelected members are proposed the following: Grethe Moen, new member, Saowapap Sumeksri. Is that correctly announced? Close enough? We don't hear you. There you are.
I think it's close enough, Erik.
Yes. Correct.
Thank you. Rune Olav Pedersen, reelected. Nicola Gordon, reelected. Finn Haugan, reelected. The service period is proposed to be two years until the ordinary general meeting in 2023. The proposed resolution is as follows. The general meeting No.
Yeah.
The general meeting elect these persons as board members. Any objections to that? A new board has been settled. Item nine, election of new member of the nomination committee. As everyone recall, the nomination committee has served with Suthep as chair and Reidar Stokke as member, there have been only two. The third member has been proposed is Sverre Strandenes. The general meeting is invited to elect the following three members for the nomination committee, that Suthep as chair, Reidar Stokke, a member, and Sverre Strandenes as a member. Any other proposals? That is approved. Item 10, changes to the nomination committee's mandate. The board proposed to the general meeting to make a resolution according to the proposal from the nomination committee, which is in item four. I have to run down. What is the proposal, Marit?
The proposal for resolution is that the general meeting approves the revised mandate for the Nomination Committee.
Okay.
The changes are only minor corrections.
Right. Any objections to the changing of the mandate for the Nomination Committee?
No.
If not, it's approved. Item 11, amendment of the company's article of association. There are some small changes in the articles. One is about the election and remuneration of the members of the Board and election and remuneration of members of the Nomination Committee. The General Meeting elects the Chair of Nomination Committee, is now included in the association for the company, and they are elected for two years. The General Meeting is invited to approve these revised instructions for the Nomination Committee. Any objections to that?
No.
It is also proposed an adjustment article seven, because of changes in the Public Limited Liability Companies Act. The general meeting is invited to decide on the following: adoption of the annual accounts of the annual report, including the question of declaration of dividend. The approval of guidelines for the determination of salaries and other remuneration for leading persons in listed companies, and the other matters which under the law of this article association pertain to the general meeting.
The change is in number two.
Change is number two.
Yeah.
The general meeting adapts to these changes. No objections?
No.
Approved. Item 12, approval of board and committee remuneration. The Nomination Committee proposed for the board and the board committee remuneration, and the Nomination Committee is included in a notice in appendix three.
I have a resolution text.
Yeah.
The proposal is that the general meeting approve the Nomination Committee proposal for board and board committee remuneration, including the additional remuneration that is specified in the proposal.
Any objections to that? If not, that is also approved. Item 13, the Board authorization to issue shares. The following is proposed concerning the long-term share incentive program. The following resolution is proposed: The Board is granted the authorization to increase the share capital by maximum amount of NOK 1,030,054 in one or more share capital increases through issuance of new shares. The subscription price per share for the 363,400 shares for the company's approved long-term incentive program may be fixed at par value. Other conditions may be determined by the Board in connection with the relevant issue under the long-term incentive program. The subscription price for other conditions for issuance of other shares shall be determined by the Board in connection with each issuance and will appropriately reflect the prevailing market pricing at that time.
The authorization is valid from registration within the register of business enterprises until the annual meeting in 2022. However, no longer than until 13th of June 2022. Existing shareholders' preemptive rights to subscribe for and to be allocated shares may be derogated from. The authorization covers share capital increase against contribution in cash, as well as share capital increase against contribution in kind, and with special subscription terms, references section 10 (2) in a Norwegian Public Limited Liability Companies Act. The authorization covers the resolution to merge, reference section 13 (5) of the Norwegian Public Limited Liability Companies Act. The board shall resolve the necessary amendments to the articles and association in accordance with the capital increase resolved pursuant to this authorization. That was the long and entire resolution, which kind of put the boundaries for the board's use of this authorization. Any objections to the proposal?
If not, that is also approved. That was the last formal item on the agenda. Do you want to close the meeting, Finn?
You're welcome.
Yes. Thank you.
we can also just note that some of the items have received advanced votes against, but only.
Okay. Can you perhaps refer to the vote against?
The voting protocol?
Oh.
Yeah.
You should have called out before.
No, it's only on item number five, which was the approval of the company's guidelines for salary and other remuneration, we have received 568 votes.
Against?
Abstaining, and 1,490 against.
Okay. No other proposal?
No other proposal.
Okay.
Then for item. We have some abstaining votes. I'll not note those because they are insignificant in amount. Then for item 12, which was the remuneration of the board and board committees.
Yeah.
We have also then received 1,428 votes against. For the proxy issue, we have received 12,621 votes against. All minor and nothing that will affect the outcome in any way. It will be duly noted in the voting protocol.
Okay. We have been through the entire agenda for the general meeting. Thank you. Thank everyone for attending. We can make up the protocol and have Finn and Reidar to sign that protocol.
Yeah. Reidar.
What?
You and Reidar.
I and Reidar.
Yeah.
Okay.
The two from the meeting and Reidar.
All right.
We'll sign.
I thought Finn was the boss here, but.
I just opened the meeting and.
The meeting is adjourned. Congratulations to new board members, and thank you, Suthep, for services in the committee to run together with Reidar to put forward the proposal of excellent new board members. Thank you all. The new board will come together for the meeting at 10:00 in an half-hour.
All right, then. Thank you.
I physically go out and stop the drilling and then before we have that meeting.
That will be helpful. Just out of curiosity, is it normal that in normal general meetings that there are very little shareholders actually attend the meeting physical? Is it because of the COVID situations, and then that's why there are not that many persons attending it?
Yes. Before when we had the meetings two and three years ago, there were 20 people attending. Normally there's not many attending unless there are I remember in the Norske ones, we had 300 attending because there was a dispute about board members. When there is a normal, just kind of not very conflicted issues. Finn, you are participating in a lot of general meetings.
Yes. It varies very much. Especially when there are disputed items, several stockholders meet. I experienced last week for one of the companies that I am the chair, we had this digital AGM, and there we had very many participants, and then they also made their votes digitally. That's a possibility, of course, but next year we don't have this COVID-19, so back to ordinary AGMs, I think.
Hopefully. Finger crossed, no COVID. It will be with us for a while.
Yes.
Yeah.
You might be right.
Hopefully.
Okay.
Okay. All right. Thank you.
Thank you.
See you guys in a bit, in about an hour and a half time. Yeah.
Thank you. Goodbye.
Thank you.